MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any "Section 411(d)(6) protected benefits" as described in Section 8.1(e).
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. The merger or consolidation of or transfer of assets or liabilities between this Plan and any other plan shall be permitted upon action by the Board or as expressly provided elsewhere in the Plan so long as, immediately after such merger, consolidation or transfer of assets or liabilities, each Participant who is or may become eligible to receive an accrued benefit of any type from this Plan (or whose Beneficiaries may be eligible to receive any such benefit) would, if such surviving or transferee plan was then terminated, be entitled to receive an accrued benefit at least equal to the accrued benefit to which such Participant (and each such Beneficiary) would have been entitled had this Plan terminated immediately prior to such merger, consolidation or transfer of assets or liabilities.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. (a) The Issuer shall not consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions in the aggregate would result in a transfer of all or substantially all of the assets of the Issuer and its Subsidiaries on a consolidated basis, unless:
(1) the Issuer shall be the continuing Person, or the Person, if other than the Issuer, formed by such consolidation or into which the Issuer is merged, or to which the properties and assets of the Issuer, or of the Issuer and its Subsidiaries on a consolidated basis, substantially as an entirety, are transferred shall be a Person organized and existing under the laws of the United States or any state thereof or the District of Columbia (provided that if such Person is not a corporation, such Person shall be required to cause a Subsidiary of such Person that is a corporation to be a co-obligor under the Notes) and shall expressly assume, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture, and this Indenture remains in full force and effect;
(2) immediately before and immediately after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing;
(3) the Person which is formed by or survives such consolidation or merger or to which such assets are transferred (the "surviving entity"), after giving pro forma effect to such transaction, could incur $1.00 of additional Indebtedness pursuant to the Consolidated Cash Flow Coverage Ratio test set forth in clause (A) of Section 4.10(a); and
(4) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the surviving entity shall be equal to or greater than the Consolidated Net Worth of the Issuer immediately before such transaction.
(b) In connection with any such consolidation, merger or transfer, the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the...
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. The Lessee will ------------------------------------------- not consolidate with or merge into any other Person (including any of its Affiliates), nor will the Lessee permit or suffer any other Person (including any of its Affiliates) to consolidate with or merge into it, nor will the Lessee, directly or indirectly, in one or more transactions (except in the ordinary course of its business as described in Item 1 of Part 1 of the Form 10-K), sell, transfer, assign, lease (as lessor), abandon or otherwise dispose of all, or substantially all, of its assets or buy, lease or otherwise acquire all, or substantially all, of the equity interest or assets of any other Person; provided, however, that the Lessee may acquire -------- ------- all or substantially all of the equity interest or assets of any Person so long as the aggregate amount of the consideration paid or otherwise given (including the assumption of any liabilities) for the equity interests or assets of such Person acquired by the Lessee (directly or indirectly), whether in a lump sum or in more than one installments, shall not exceed $10,000,000.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. A merger or consolidation of the Plan with, or transfer of Plan assets or liabilities to, any other plan shall not be effected unless the terms of such merger, consolidation or transfer are such that each Participant, distributee, Beneficiary or other person entitled to receive benefits from the Plan would, if the Plan were to terminate immediately after the merger, consolidation or transfer, receive a benefit equal to or greater than the benefit such person would be entitled to receive if the Plan were to terminate immediately before the merger, consolidation, or transfer.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. (a) The Partnership will not consolidate with or merge into any other Person (including any of its Affiliates), nor will the Partnership permit or suffer any other Person (including any of its Affiliates) to consolidate with or merge into it, nor will the Partnership, directly or indirectly, in one or more transactions (except in the ordinary course of its business as described in Item 1 of Part 1 of the Form 10-K), sell, transfer, assign, lease (as lessor), abandon or otherwise dispose of all, or substantially all, of its assets or buy, lease or otherwise acquire all, or substantially all, of the equity interest or assets of any other Person unless, in any such case, (i) such combination, transaction or action shall occur at least 12 months after the Closing Date and (ii) at least 60 days prior to the effective date of such combination, transaction or action all of the holders of the Notes shall have received from the Partnership a Notice of Prepayment Option; provided, however, that the Partnership may acquire all or substantially all of the equity interest or assets of any Person so long as the aggregate amount of the consideration paid or otherwise given (including the assumption of any liabilities) for the equity interests or assets of such Person acquired by the Partnership (directly or indirectly) for any such acquisition, whether in a lump sum or in more than one installments, shall not exceed $10,000,000; provided further that the total consideration for all such acquisitions during the period beginning on the date of this Agreement and ending on the date of such proposed acquisition shall not exceed $150,000,000 in the aggregate. For purposes of this Section 12.20, a "Notice of Prepayment Option" shall mean an Officer's Certificate containing the principal terms and anticipated date of, and describing the parties to, such combination, transaction or action and offering to prepay each holder's Notes on a date not less than 46 days after the date upon which the last holder to do so receives a Notice of Prepayment Option, but prior to the effective date of such combination, transaction or action, at a prepayment price equal to 100% of the outstanding principal amount thereof plus (i) interest accrued to the date of prepayment and (ii) a premium equal to the Make Whole Amount, if any, applicable to such prepayment, calculated on the amount to be prepaid on the date of such prepayment but using the Treasury Constant Yield as of the second Business Day...
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. Not to dissolve, merge with or into or consolidate with any other Person, or to sell, transfer or convey all or substantially all of its interest in the Facilities, the Pledged Accounts or the Pledged Revenues.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. This Plan shall not be merged or consolidated with, nor shall any assets or liabilities be transferred to, any other plan, unless the benefits payable to each Participant, if the plan were terminated immediately after such action, would be equal to or greater than the benefits to which such Participant would have been entitled if this Plan had been terminated immediately before such action.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. Not to dissolve, merge with or into or consolidate with any other Person, or to sell, Transfer or convey all or substantially all of its interest in the Facilities, the Facilities Enterprise, the shares of the capital stock of Borrower or in the Collateral to another Person, except as a Permitted Encumbrance, which Permitted Encumbrance shall in any event be subordinated in all respects to the interests of the Lender pursuant to the Subordination Agreement (or to a subordination agreement in form and substance acceptable to Lender in its sole discretion).
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. This Plan may be merged or consolidated with, or its assets or liabilities transferred to any other plan provided each Participant would (if the plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation or transfer (if the plan had then terminated), or provided such alternative requirements as may be imposed by the Treasury Regulations under section 414(l) of the Code. Appendix B hereof (Merged Plan) lists the plans which have been merged into this Plan.
